imposing limit and other conditions for the reallocation of shares from the placing tranche to the public subscription tranche in an IPO - Guidance Letter HKEX-GL91-18.

Introduction of IPO pricing flexibility mechanism

Under the current regime, if an IPO listing applicant decides to price the final offer price below the indicative offer price or the bottom end of the indicative offer price range disclosed in its prospectus, a “withdrawal mechanism” will apply. That means, the applicant will be required to (a) issue a supplemental prospectus informing potential investors of, among other things, the changes to the IPO, including the change in the offer price and offer period and the impact of such change on the sufficiency of working capital and use of proceeds; and (b) extend the offer period to allow potential investors to have sufficient time to consider and requires them to confirm their applications under an opt-in approach, that is, to positively confirm their applications for shares in light of the change in the offer price. This withdrawal mechanism is considered cumbersome and leads to delay in the listing timetable.

Guidance Letter HKEX-GL90-18 introduces an optional pricing flexibility mechanism to facilitate the determination of the optimal price for the shares in an IPO without triggering the withdrawal mechanism.

The key features of the pricing flexibility mechanism are:

listing applicants may price the final offer price up to 10% below the indicative offer price or the bottom end of the indicative offer price range (provided that the range must not be more than 30% above the bottom end of the range) disclosed in the prospectus, without triggering the withdrawal mechanism;

listing applicants adopting this mechanism are required to comply with certain disclosure requirements in the prospectus, application forms and formal notice on the scope, operation and impact of the price reduction and to make a price reduction announcement on the final adjusted offer price. Suggested disclosure templates are set out in Guidance Letter HKEX-GL90-18; and

this mechanism will run on a pilot basis and will be reviewed after a 12-month period.

An applicant planning to use the pricing flexibility mechanism should also note the following:

- the Exchange has to be satisfied that the downward adjusted offer price will not affect the applicant’s suitability for listing; and

- the applicant must take into account the reduced proceeds when preparing (a) the forecast memoranda; and (b) the directors’ statement on working capital sufficiency.

Imposition of limit on IPO Placing Tranche Reallocation

Currently, there is no Listing Rule limiting the amount of placing shares that can be reallocated to the public subscription tranche when the placing tranche is undersubscribed or in other circumstances. Paragraph 4.2 of Main Board Practice Note 18 (or paragraph 4 of GEM Practice Note 6 effective from 15 February 2018) has clear provisions for clawback to the public subscription tranche when the oversubscription in the public subscription tranche is 15 times or above (“Clawback Mechanism”), but there is no provision for less than 15 times oversubscription in the public subscription tranche or in other circumstances.

Guidance Letter HKEX-GL91-18 aims to better protect investors who subscribe for shares in an IPO under the public subscription tranche by limiting the extent such investors are allocated shares which are not taken up by institutional and professional investors under the placing tranche for whatever reasons.

The new guidance letter specifies that an IPO listing applicant may only (i) reallocate shares from the placing tranche to the public subscription tranche in an IPO (“Placing Tranche Reallocation”) other than pursuant to the Clawback Mechanism (or a modified clawback mechanism pursuant to a waiver granted by the Exchange (“Modified Clawback Mechanism”)) or (ii) over-allocate shares to the public subscription tranche (“Public Tranche Over-allocation”), subject to the following conditions:

the maximum number of shares that may be allocated to the public subscription tranche (“Allocation Cap”) following a Placing Tranche Reallocation and a Public Tranche Over-allocation (if any) is the lesser of:

(a) not more than double the initial allocation to the public subscription tranche; and

(b) not more than 30% of the total offered shares;

See below illustrations of the Allocation Cap:

Initial allocation to the public subscription tranche

Maximum reallocation

Percentage of the total offered shares allocated to the public subscription tranche

10%

10%

20%

20%

10%

30%

See below application of the Allocation Cap in different scenarios:

Public subscription tranche

Undersubscribed

Fully subscribed or oversubscribed by <15 times (or such other number which triggers a clawback under a Modified Clawback Mechanism)

Oversubscribed by ≥15 times (or such other number which triggers a clawback under a Modified Clawback Mechanism)

Placing tranche

Undersubscribed

IPO cannot proceed unless fully underwritten by underwriters

Allocation Cap applies

Fully subscribed or oversubscribed

Allocation Cap not triggered

Allocation Cap applies

Clawback Mechanism (or Modified Clawback Mechanism) applies

if the IPO includes an offer price range, the final offer price must be fixed at the bottom end of the indicative offer price range or the downward adjusted final price if the pricing flexibility mechanism is used; and

the applicant must comply with the disclosure requirements set out in Guidance Letter HKEX-GL91-18 for the prospectus, application forms, formal notice and allotment results announcement.

Over-allocation of shares to the placing tranche

Guidance Letter HKEX-GL91-18 also clarifies that over-allocation of shares to the placing tranche is allowed only if the number of shares in the placing tranche available for allocation is insufficient to satisfy the demand in the placing tranche. When determining whether there is excess demand for shares in the placing tranche, no consideration can be given to any excess demand resulting from shares taken up by the lead broker or any distributors; or placed to their connected clients, connected persons and/or existing shareholders of the listing applicant and their respective close associates unless consent has been obtained from the Exchange, but consideration can be given to excess demand resulting from a Placing Tranche Reallocation. For example, if the initial allocation of shares to the placing tranche and the demand in the placing tranche is 90% of the total offer, and a Placing Tranche Reallocation of 10% occurs as allowed under Guidance Letter HKEX-GL91-18, an over-allocation of shares to the placing tranche of 10% is allowed.

It is often necessary for individual clients or (where clients are businesses, incorporated or otherwise) their individual representatives (including without limitation directors, other officers, employees and staff members of client businesses) (in this statement these individual representatives will, for the sake of brevity, also be referred to generally as “clients” and, in paragraph 4.7(b) below, as "Representatives") to supply Deacons with data about themselves in connection with Deacons’ provision of legal advice and services to those clients. These data may include copies, and other details, of identity documents, proof of address, other contact details, and proof of authority to instruct Deacons.

2

Failure to supply such data may result in Deacons being unable to provide clients with the legal services, or generally to give clients the legal advice, requested.

3

It is also the case that Deacons collects data from clients in the ordinary course of the client-solicitor relationship on an ongoing basis.

4

The purposes for which personal data relating to a client may be used are as follows:

Obligatory purposes - a client does not want Deacons to use his personal data for any of the purposes listed in paragraphs 4.1 to 4.6 below (inclusive), Deacons will not be able to provide the legal services, or give the legal advice, requested

all kinds of personal data about a client will be used for -

4.1

the provision of legal advice and services to the client in accordance with the instructions of the client and as Deacons may otherwise deem appropriate or necessary;

4.2

designing legal services or related products for clients’ use;

4.3

collection of outstanding fees from clients;

4.4

meeting the requirements to conduct client identification and verification and to make disclosure under the requirements of any law, guideline, code of practice or practice direction binding on, or applicable to, Deacons or any of its branches or associated firms or offices including, but not limited to, any such law, guideline, code or practice direction relating to anti-money laundering and anti-terrorism;

4.5

purposes specifically provided for in any particular service offered by Deacons;

4.6

purposes directly related to any of the above;

the client's name and contact details (including but not limited to office address, telephone number and email address) provided by the client to Deacons will be used for -

4.7

marketing Deacons' own legal services and/or related products.

If a client does not want Deacons to use his personal data for the purposes mentioned in paragraph 4.7 above, he may write to or email the officer named at the end of this statement, indicating his decision and/or return a copy of this statement to that officer.

IMPORTANT NOTES about Deacons marketing:

4.7.1

Deacons may continue to use personal data of clients for its marketing purposes after 1 April 2013 without their express consent if, prior to 1 April 2013, it had (i) sent them a copy of its Personal Information Collection Statement and (ii) used their personal data for marketing purposes without objection. However, these clients still have the right at any time to send a notice to Deacons requesting Deacons to cease using their personal data for these purposes and Deacons will honour such requests promptly.

4.7.2

All marketing in relation to Deacons legal services and related products to Representatives is sent to them in their official capacity as representatives of the client business for whom they work or represent and not in their individual capacity.

5

Data held by Deacons relating to a client will generally be kept confidential but Deacons may provide such information for the above purposes to:

5.1

any other branch or associated firm or office of Deacons;

5.2

a government agency such as the Hong Kong Police, the Hong Kong Customs and Excise Service, the Hong Kong Immigration Service and the Independent Commission against Corruption, if Deacons knows or suspects that any person is engaged in drug trafficking, terrorism or any other serious crime or handling the proceeds of crime or that any property constitutes terrorist property; in this case, the obligation to report to the authorities may override Deacons' confidentiality obligations;

5.3

any other legal practitioner (including, without limitation, solicitors, barristers and foreign lawyers), accountant, or other financial or professional adviser representing the client in connection with those legal services and advice being provided to the client by Deacons;

5.4

to the extent Deacons, in its absolute discretion, considers prudent, other solicitors, barristers, accountants, other legal practitioners and other professionals representing other persons involved in matters or dealings in respect of which the client has requested Deacons’ legal services and advice;

5.5

any financial institution, business or professional firm with which the client has or proposes to have dealings related to the legal services or advice being provided to the client by Deacons;

5.6

any actual or proposed assignee of Deacons or transferee of Deacons’ rights in respect of the client or any firm of solicitors or other law firm which takes over, or is negotiating the take over of, the business of Deacons or into which Deacons is merged;

5.7

if a client is ever in default of payment of legal fees to Deacons or otherwise, debt collection agencies;

5.8

to third party service providers which provide administrative, technology, marketing or other services to Deacons in relation to its business operations.

Deacons will not transfer data relating to a client to a third person for that person's marketing activities.

6

Under and in accordance with the terms of the Personal Data (Privacy) Ordinance (“PDPO”) and guidelines issued pursuant thereto, any individual may:

6.1

check whether Deacons holds data about him/her and may request access to such data;

6.2

request Deacons to correct any data relating to him/her which are inaccurate;

6.3

request Deacons to specify its policies and practices in relation to data and to be informed of the kind of personal data held by Deacons;

6.4

request Deacons to cease using his/her personal data for its marketing purposes.

7

In accordance with the terms of the PDPO, Deacons has the right to charge a reasonable fee for the processing of any data access request.

8

Requests

8.1

for access to data or correction of data;

8.2

for information regarding policies and practices and kinds of data held are to be addressed IN WRITING to:

Nothing in this Statement shall limit the rights of clients under the PDPO.

For Staff

1

For people intending on applying for jobs within Deacons you should aware that it is necessary for staff members ('data subjects') to supply the Firm with data about themselves and sometimes also their family members from time to time in connection with their employment.

2

Failure to supply such data will result in the Firm being unable to operate its practice properly and may affect a data subject's employment prospects with the Firm and even result in dismissal.

3

The purposes for which data relating to data subjects are to be used are as follows:

3.1

identification and determination of eligibility for employment in Hong Kong generally and qualifications relevant to data subject's employment with the Firm in particular;

3.2

assessing work performance, attendance and disciplinary record;

3.3

reviewing salaries, bonuses and other benefits;

3.4

consideration of eligibility for staff loans;

3.5

providing employee references;

3.6

disclosure to immigration authorities - in relation to employment visa, where required;

3.7

disclosure to tax authorities in the ordinary course of business;

3.8

all other matters relating to employment of a data subject.

4

Data held by the Firm relating to data subjects will be kept confidential but the Firm is authorised to provide such information to:

4.1

any person when the Firm is compelled to make disclosure under the requirements of any law binding on it or any of its branches, including, without limitation, tax authorities;

4.2

any person with the express or implied consent of the data subject;

4.3

any person where the interests of the Firm require disclosure;

4.4

any person where the public interest requires disclosure;

4.5

any agent, contractor, or third party service provider who provides administrative, telecommunications, computer or other services to the Firm in connection with the operation of its practice;

4.6

any other person under a duty of confidentiality to the Firm including member of Deacons and other associated law firms and related business which has undertaken to keep such information confidential;

4.7

persons seeking employee reference;

4.8

Personnel Department staff of the Firm and supervisors of the data subject during the course of his/her employment; and

4.9

pensions or insurance companies with whom the Firm has arranged benefits entitlement/coverage for staff.

5

Under and in accordance with the terms of the Personal Data (Privacy) Ordinance (the 'Ordinance') any individual:

5.1

has the right to check whether the Firm holds data about him/her and the right of access to such data;

5.2

has the right to require the Firm to correct any data relating to him/her which is inaccurate;

5.3

has the right to ascertain the Firm's policies and practices in relation to data and to be informed of the kind of personal data held by the Firm.

6

In accordance with the terms of the Ordinance, the Firm has the right to charge a fee for the processing of any data access request.

7

The person to whom requests for access to data or correction of data for information regarding policies and practices and kind of data held are to be addressed to The Head of Human Resources & Administration, Deacons.

8

If a data subject is at any time requested to supply information about members of his/her family, he/she is requested to pass a copy of this notice to the relevant family member so that he/she is aware of his/her rights under the Ordinance.

Law firms in Hong Kong are subject to AML laws in Hong Kong under the following ordinances:

The Drug Trafficking (Recovery of Proceeds) Ordinance

The Organized and Serious Crimes Ordinance

The United Nations (Anti-Terrorism Measures) Ordinance

In addition, the Law Society of Hong Kong issued AML Guidelines for lawyers in Hong Kong under its Practice Direction P, Hong Kong Solicitor's Guide to Professional Conduct on 3 December 2007, effective from 1 July 2008.

What do AML laws and regulations mean for clients of law firms in Hong Kong?

Clients may be asked to provide information relating to their personal profile and financial details which may not be directly related to their instructions.

It is necessary for solicitors to obtain this information to satisfy the AML legal and regulatory requirements that are applicable to law firms in Hong Kong.

We kindly ask clients for their understanding and co-operation when we make requests for personal and financial information.

What do AML laws and regulations mean for law firms in Hong Kong?

Law firms are required to gather sufficient relevant client information to satisfy the following AML compliance objectives:

In addition, law firms may take steps to mitigate the risk of earning a negative reputation by association if asked to represent, or act on transactions involving, individuals or organizations who have proven or rumoured criminal or terrorist links.

Deacons complies with the Personal Data (Privacy) Ordinance ('Ordinance'). You may wish to visit the official website of the Office of the Privacy Commission http://www.pco.org.hk for more information about this Ordinance.

2. Your personal data

It is our policy to protect the privacy of users of the Website. We may, however, collect a very limited amount of your personal data (by "personal data", we mean information about you or which can be used to ascertain your identity). For example, we may collect some information about you when you visit the Website because your internet provider address needs to be recognised by our server. You will also be invited to provide some information about yourself on various pages of the Website. We do not use 'cookies'.

3. Collection and use of your personal data

Any personal data collected from you on the Website will only be used for the specific purposes mentioned at the time of collection or for purposes directly related to those specific purposes and/or in Deacons' Personal Information Collection Statement.

4. Direct marketing

We would like to use your name and contact details to send you marketing materials about our legal services and/or related products but we must obtain the consent (or an indication of no objection) of people who become our clients or staff before we can do so. If you do not want to receive our marketing materials, please send an email stating this to andrew.keith@deacons.com.hk. More information about this can be found in our Personal Information Collection Statement.

5. Retention of your personal data

We will retain your personal data only for so long as is necessary for fulfilling the purpose for which they were collected. After that time, you data will be erased.

6. Disclosure

Your personal data will generally be kept confidential and will not be disclosed to any other person without your consent. However, your data will be used (and disclosed) to third parties for the purposes for which they were collected. Your personal data may also be disclosed where we are required to do so by law. Please also refer to our Personal Information Collection Statement as appropriate, for details

7. Security

We have installed security systems to ensure your personal data are not subject to unauthorised access.

8. Your right of access to and to correct personal data

You are entitled, in accordance with the Ordinance, to check whether we hold data about you and to have access to those data. If any of these data are incorrect or inaccurate, you have the right to correct or update them. Requests for access to or to correct personal data should be addressed to The Chief Operating Officer, Deacons. In accordance with the Ordinance, we are entitled to charge a reasonable fee for processing any data access or correction requests.

Deacons ('us', 'we', 'our') may change the Terms of Use from time to time in our sole discretion without notice or liability to you. By continuing to use the Website following such modifications to the Terms of Use, you agree to be bound by such modifications

2. Changes to Website.

We may, at our absolute discretion and at any time, without prior notice to you, add to, amend or remove material from the Website, or alter the presentation, substance, or functionality of the Website.

3. User Conduct on the Website.

As a condition of your use of the Website, you may not:

3.1 trespass, break into, access, use or attempt to trespass, break into, access or use any other parts of our servers, and/or any data areas for which you have not been authorised by us;

3.2 restrict or inhibit any other user from using and enjoying the Website;

3.3 post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable or unreasonable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, state, national or foreign law;

3.4 post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication, or engage in spamming or flooding;

3.5 post or transmit any information or software which contains a virus, trojan horse, worm or other harmful component;

3.6 post, publish, transmit, reproduce, distribute or in any way exploit any Information obtained through the Website for commercial purposes; or

3.7 upload, post, publish, transmit, reproduce, or distribute in any way, any component of the Website itself or any Information obtained through the Website which is protected by copyright, or other proprietary right, or create derivative works with respect thereto, without our prior written permission.

You have no rights in or to the Information and you will not use the Information, except as permitted under these Terms of Use.

4. Third Party Information.

The Information may contain information provided by third parties or sourced by us from news agencies, business information sources, press releases or other references or sources.

We are not responsible if any such Information is not up-to-date. We do not separately verify the Information provided by such third party or agency and you are cautioned thus as to the reliability and accuracy of the Information. We do not accept any responsibility whatsoever in respect of any such Information. Any use of and reliance on such Information is at your own risk.

5. Prohibition of Access.

We reserve the right at all times to prohibit or deny your access to the Website or any part thereof immediately and without notice, where we are of the opinion that you have breached any of the terms contained in these Terms of Use or that such prohibition or denial is appropriate, desirable or necessary in our sole opinion.

6. Links to and from the Website.

The links on the Website may take you to other sites and you acknowledge and agree that we have no responsibility for the accuracy or availability of any Information provided by linked websites.

Links to other websites do not constitute an endorsement by us of such websites or the Information, products, advertising or other materials available on those websites.

7. Intellectual Property Rights

All intellectual property rights subsisting in respect of the Website belong to us or have been lawfully licensed to us for use on the Website. All rights under applicable laws are hereby reserved. Except with our express permission, you are not allowed to upload, post, publish, reproduce, transmit or distribute in any way any component of the Website itself or create derivative works with respect thereto, as the Website is copyrighted under applicable laws.

You agree that we are free to use, disclose, adopt and modify all and any ideas, concepts, knowhow, proposals, suggestions, comments and other communications and information provided by you to us ('Feedback') in connection with the Website without any payment to you. You hereby waive and agree to waive all and any rights and claims for any consideration, fees, royalties, charges and/or other payments in relation to our use, disclosure, adoption and/or modification of any or all of your Feedback

8. Limited Liability and Warranty

8.1 All Information is for your general reference only. We do not accept any responsibility whatsoever in respect of such Information.

YOUR ACCESS TO AND USE OF OUR WEBSITE IS AT YOUR SOLE RISK AND IS PROVIDED 'AS IS,' 'AS AVAILABLE.' THE WEBSITE IS FOR YOUR PERSONAL USE ONLY AND WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

IN JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF LIABILITY, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DO NOT ENDORSE, WARRANT OR GUARANTEE ANY MATERIAL, PRODUCT OR SERVICE OFFERED THROUGH US OR OUR WEBSITE.

8.2 We do not guarantee or assume any responsibility that:

8.2.1 the Information on the Website is accurate, adequate, current or reliable, or may be used for any purpose other than for general reference;

8.2.2 the Information on the Website is free of defect, error, omission, virus or anything which may change, erase, add to or damage your software, data or equipment;

8.2.3 messages sent through the internet will be free from interception, corruption or loss;

8.2.4 access to the Website will be available or be uninterrupted; or

8.2.5 defects in the Website will be corrected.

In no event shall we be liable to you or any other person for any direct, indirect, incidental, special, punitive or consequential damages, including any loss of business or profit, arising out of any use, or inability to use, the Information, even if we have been advised of the possibility of such damages.

You will exercise and rely solely on your own skill and judgment in your use and interpretation of the Information. You are responsible to ensure that your use of the Information complies with all applicable legal requirements.

The limitation of liability contained in these Terms of Use will apply to the fullest extent permitted by applicable laws.

9. Indemnity

You agree to defend, indemnify and hold us, our employees, agents, officers, directors, contractors, suppliers and other representatives harmless from and against all liabilities, damages, claims, actions, costs and expenses (including legal fees), in connection with or arising from your breach of these Terms of Use and/or your use of the Website. We may, if necessary, participate in the defence of any claim or action and any negotiations for settlement. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defence and control of any claim or action.

The illegality, invalidity or unenforceability of any provision of these Terms of Use under the law of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision.

12. Miscellaneous

No waiver of any breach under these Terms of Use will amount to a waiver of any other breach. The headings in these Terms of Use are for convenience only and do not affect interpretation.

13. Governing Law and Jurisdiction.

These Terms of Use shall be governed by the law of the Hong Kong Special Administrative Region of the People's Republic of China ('Hong Kong'). You agree to submit to the non-exclusive jurisdiction of the Hong Kong courts.

14. Disclaimer

The materials contained in the Website are provided for general information purposes only and should not be construed as legal, accounting, financial or tax advice or opinion on any specific facts or circumstances and should not be relied upon in that regard. Deacons accepts no responsibility for any loss, which may arise from reliance on information contained in the Website. You are urged to seek your own legal counsel concerning your own situation and any specific legal question that you may have.

This disclaimer of liability applies to any loss, damage or injury caused by any failure of performance, error, omission, interruption, deletion, defect, transmission blackout, incorrect data transmission, delay in operation or transmission due to internet traffic or otherwise, computer virus or other harmful item, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of record, caused by your computer or for breach of contract, tortious behaviour, negligence, or under any other cause of action. You specifically acknowledge that Deacons is not liable for any defamatory, offensive, or illegal conduct of other users or their parties and that the risk of injury from the foregoing rests entirely with the user.

The contents of other websites, services, goods or advertisements that may be linked from the Website are not maintained or controlled by Deacons. Deacons is therefore not responsible for the availability, content or accuracy of other websites, services or goods that may be linked from, or advertised on the Website. Deacons does not:

a. make any warranty, express or implied, with respect to the use of the links provided on the Website;

b. guarantee the accuracy, veracity, reliability, completeness, usefulness or adequacy of any other websites, services, goods or advertisements that may be linked from the Website; or

c. make any endorsement, express or implied, of any other websites, services, goods or advertisements that may be liked from the Website.

Deacons is also not responsible for the reliability or continued availability of the telephone lines and equipment you use to access the Website. You understand that Deacons and/or third party contributors (if any) to the Website may choose at any time to inhibit or prohibit their content from being accessed under these terms and conditions.

Under no circumstances including but not limited to negligence shall Deacons, its suppliers, third party agents, or any person or entity involved in creating, producing or distributing the Website be liable to you or for any third party claims or losses of any nature or direct, indirect, incidental, consequential, special, punitive or exemplary damages even if an authorised representative of Deacons had been advised specifically of the possibility of such damages, arising from use of or inability to use the Website or any provision of the terms such as but not limited to loss of revenue or anticipated profits or lost business.